The New State of M&A: 2020-2025

How the crisis has brought M&A’s digital future closer

“Mid-market deal activity tends to fluctuate far less and while dealmaking is certainly more difficult for deals with of value of $1bn or less, the drop is far less dramatic than at the top end of the market,” says Scott Adelson, co-president of Houlihan Lokey, a Los Angeles headquartered, global investment bank.

Changing the Rules of Engagement

For those acquirers still pressing ahead with deals, the coronavirus outbreak has not just slowed down the pace of M&A activity, it has changed the rules of engagement.

With the majority of M&A and corporate professionals working from the home, dealmakers have become more reliant than ever on technology to stay connected and negotiate deals, to some extent giving a glimpse of what the future of dealmaking may look like. “Virtual meeting spaces are the new norm,” says Adelson.

Video conferencing is not new, but what’s changed is an acceptance by bankers that in times of crisis it can provide a substitute to face-to-face negotiation. The willingness to accept methods that would have been unthought of a few months ago, is down to the fact that all firms are adapting at the same time, so there is no first mover disadvantage in adapting new technology. “This is a shared global experience and people want to keep working,” says Adelson.

The Return of Dealmaking

When dealmaking returns, the ability to conduct comprehensive due diligence will be more relevant than ever; companies will need to add an extra dimension to their due diligence process to analyze deals for coronavirus risk, depending on the sector in which they operate.

The crisis has increased automation in the M&A process, the question is whether it marks a permanent shift when dealmaking recovers and provides a catalyst for technological innovation in the M&A process.

Bankers have realized unforeseen efficiencies in the current environment, but Adelson does not envision an end to the role of the trusted adviser just yet. “Technology is a valuable building block in the M&A process but so far we have not seen a fintech solution that can replace the bespoke role of the advisor.”

Harnessing the power of data in M&A

The Cross-Country Regulation Challenge

Latin America is a region that offers big risks and rewards for local and overseas acquirers. Understanding how and why these risks and rewards vary across the region’s economies is an important first step in being able to identify investment opportunities that are worth pursuing and, just as importantly, those that are not.

“Even within LatAm it is not easy, for instance, for a Chilean buyer to quickly understand tax legislation in Brazil, or for a Brazilian buyer to understand foreign exchange rules in Argentina,” says Bruno Amaral, partner and head of M&A at São Paulo headquartered investment bank BTG Pactual. “Advisors have a key role in helping their clients navigate through these issues when making their long-term investment decisions.”

Sector Bright Spots in a Challenging Environment

As elsewhere, the coronavirus crisis has hit M&A activity hard in the region, with announced deal volumes falling 30% during the first quarter; suppressed activity that has extended to the end of June. There are, however, signs activity will pick-up again in the coming months, driven by, for instance, companies in the natural resources sector potentially merging or selling-off non-core operations in response to a languishing oil price, and private equity firms that have substantial amounts of capital to deploy across the region.

The New Role of Technology

In the meantime, Amaral says for those acquirers and advisors that are proceeding with deals, video conferencing has become the go-to means to facilitate negotiations, and virtual data rooms have, for the speed, efficiency and security they offer, taken on greater importance in the due diligence phase.

“Data is the new oil, and I believe we are only in the beginning stages of how technology will allow us to use data in a more efficient and assertive way, particularly in screening new deals, due diligence and valuation,” says Amaral. Advisors and their clients are still learning about all the digital tools currently available to them, but Amaral says there are specific examples of where big data, for instance, has facilitated dealmaking.

“Transactions, such as tender offers, benefit from real-time monitoring of investor reactions to transaction terms,” he says. “Big data analysis also helps in modelling businesses such as utilities, concessions, oil and gas, technology, among others.”

For Amaral, technology has a critical role to play in transforming the M&A process in the region, as elsewhere. But he says as much as the coronavirus has accelerated digitalization, and virtual deal execution, technology is no replacement for the experience and expertise advisors provide in and across developing economic regions.

“In Latin America,” he says. “The economic, regulatory and legal environment changes more frequently than in developed markets, so there’s no substitute for having on-the-ground advisors who can help clients assess the opportunities and risks of a particular investment and consider the latest developments in each of the markets in the region.”

Analytics are transforming the M&A process

The M&A process is being disrupted as analytics enables advisors to process greater levels of data and enable clients to gain a competitive edge.

“Around five years ago we were aware that the diligence process was producing a level of data that was difficult to process manually and that was when we began tilting our business model towards what we call next generation services,” says Chris Woolley, partner at Deloitte.

The step change in available data meant that there is the scope to learn more about a business than ever before and the use of analytics means buyers can make a judgement based on facts with depth, speed and confidence.

This is particularly relevant in a traditional M&A auction sales process, where a range of bidders are competing for an asset. For the seller there is an opportunity to present the data in a way that shows a coherent story for potential bidders.

Enabling Deals with Technology

Technology is enabling deals by opening up acquirers to previously unforeseen opportunities. For example, Deloitte worked for a private equity buyer, with existing investments in the technology sector, that wanted to make a bolt-on acquisition. However, the target company used a different accounting method for recognizing revenues, which would have been a stumbling block to completing a deal.

Yet Wooley, says: “By using analytics we were able to re-base the revenue recognition system onto the acquirer’s revenue recognition basis they could make the acquisition work. By using analytics this was achieved in a matter of hours.”

Another example is the use of geo-location technology in the diligence process. “This provides analysis around where the nearest competitor is located or how greater cost savings or value can be realized by re-locating stores, the sort of dynamic modelling that would not have been possible five years ago,” says Leather.

Deloitte has also used analytics to help companies avoid making costly acquisitions. “We were helping a client which was looking to acquire a credit business,” says Leather. “The valuation of the business was based on having a high-quality loan book. Our analysis revealed this not to be the case, so our client walked away.”

To be sure, the use of analytics in M&A is set to drive further change. “We are seeing disruption at every stage of the M&A process from target identification to value creation,” says Woolley. For example, in the last five years the concept of M&A due diligence as a discrete activity has changed and has now become an ongoing part of business operations.

“M&A transactions represent a unique opportunity to understand what drives the performance of a business,” says Wooley. “With analytics there is scope to apply this to the day-to-day running of the business and drive value creation once the deal has completed. This will boost the success rate of acquisitions in the post-integration phase. That means due diligence is not simply a one-off exercise but one which can drive future performance.”

Process plus technology key to accelerating diligence

Mega-sized acquisitions may grab the headlines, but middle-market M&A is always where most of the action is irrespective of whether the deals are transacted in Europe, Asia-Pacific or the Americas.

In the thick of this activity is Milwaukee-headquartered Baird, a mid-market focused, full-service investment bank that specializes in advising companies, especially private equity firms, on M&A throughout the world. In fact, 80% of its investment banking business is working on sell-side mandates for financial sponsors globally.

The Evolution of Due Diligence

Key to the success of any deal is the due diligence that is done, and for Justin Prichard, managing director and co-head of technology, media and telecoms investment banking at Baird, the technology supporting the process has evolved in recent years, offering new capability to practitioners in areas typically labor intensive.

This includes the adoption of “natural language processing to help draft [due diligence] reports while software is used to interrogate management information systems,” says Prichard, adding that, as a result, “long-form due diligence reports” are likely to become a thing of the past.

Strikingly, he also believes that, so long as companies are comfortable with and adhere to data protection and privacy regulations, such as the EU’s General Data Protection Regulation, the industry could move towards “a point in the next five years where qualified parties could be given a log-in to a core set of company information to conduct their own interrogation on that information”.

Such access could potentially speed up the due diligence process, but that may depend to some extent on what technology could be used to run the analysis. Technology can, according to Prichard, accelerate due diligence and deal execution, provided it is part of a well-planned M&A sale process, which includes doing as much of the heavy lifting as early as possible.

Pre-Deal Due Diligence Enables Faster Execution

Baird ensures all of the financial and commercial due diligence is completed before the sale process kicks off, enabling faster execution. “The more questions we can answer for the prospective bidders in advance, the more we can retain control of the process and the timetable,” says Prichard.

Moving from first round bids to closing the deal as quickly as possible, whilst maintaining competitive tension, ensures process control remains with the seller. Baird achieved this in advising private equity firm 3i Group on the recent sale of its investment in Aspen Pumps Group to Inflexion Private Equity.

“We received first round bids on a Friday and signed the deal the following Tuesday morning,” says Prichard, adding that speed of execution was in large part down to extensive upfront due diligence preparation.

Being clear from the start keeps everyone on track while comprehensive upfront due diligence means it’s easier to narrow the field to the most relevant bidders. “By being as transparent and providing as much information as possible upfront, we can be sure we identify the most relevant buyers,” says Prichard.

Harnessing technology to prepare and plan a defense

Investor activism has gone from the fringes of M&A activity to becoming one of the central drivers of deals in recent years as activists increasingly pressure company boards to make change and generate greater value.

In the past, activists have been perceived as hostile agitators. Now, many are perceived, whether rightly or wrongly, as more constructive agents that work with the support of leading shareholders.

“Activists are deep value investors who create their own catalyst for change,” says Darren Novak, global head of activist defense at UBS investment bank. “Large institutional shareholders have now become comfortable with activists and are open to what they have to say. There is a greater level of ongoing engagement.”

Activism has reached record levels in both the US and Europe and is here to stay. It’s one of the biggest challenges facing company CEOs. It’s also a big opportunity for investment banks because if they can identify the next target of activists, they can become a trusted boardroom advisor.

A pivotal role in the process

Technology that uses AI and algorithms has a pivotal role to play in identifying companies that may come under attack from activist shareholders. That can then help boards to plan and prepare. This could prove to be a catalyst for a strategic review that could lead to companies selling off assets or repositioning themselves.

“Big data can be used to find patterns that you would not otherwise find. It adds a different layer of objectivity,” says Novak.

Big data can support bankers as they look to provide activist defense advice. The problem is that it can be difficult for close advisors to deliver unflattering views to CEOs, which is where technology comes in. By using empirical data, UBS can offer objective analysis to a company CEO, based on data and research, rather than through the personal judgement of an individual banker about a client’s strategy.

A balancing act

Banks have a long tradition of treating non-public information they obtain from their clients confidentially, and it is this level of trust that underpins advisory relationships.

“Banks now have unparalleled information about clients and this means M&A bankers have the scope to cover more clients with deeper data,” says Ronald Jansen, managing director and head of data and analytics at UBS.

This can enable private equity firms and acquirers to identify potential targets more quickly and with a greater understanding of valuation. But increased data can lead to information overload and it is important that technology is tailored to boost productivity.

“M&A is a very complex process and hard to automate. Unlike other areas like sales and trading, M&A remains a people business,” says Jansen.

Technology is redefining the relationship between client and M&A advisor.

While investment banks have in the past used their global network of offices and bankers as a selling point in scouring the globe for M&A opportunities, technology is transforming the speed and scope of that process.

Warner Mandel, global co-head of the technology, media and telecoms practice at Rothschild, which is Europe’s leading advisor by number of deals, says that a good example is investment banks’ use of big data, which he says essentially makes it possible for advisors to identify targets worldwide “from a desktop”.

As banks have access to the same or very similar data sets, Mandel says this has commoditized the target identification process. Acquirers, however, stand to benefit, not least because through this they are presented with opportunities from deep dive data analysis which they may never have seen otherwise.

Doing more, digging deeper

In the same way, once formal due diligence begins, acquirers can access an unprecedented level of detail about the target and the industry it operates in, pooling a wide range of comparative industry data in order to help price negotiations. What’s more, the use of data analytics on the advisor side frees up junior staff from repetitive, low value tasks to focus on more analytical, high-value work such as modelling and valuation.

While the advance of technology is benefiting acquirers, there can be downsides too. The proliferation of data analysis in the due diligence process can, for instance, create information overload and protract the sales process. “In the past bankers would make a call with imperfect information,” says Mandel. “Now there is a tendency to continue the research, to dig deeper and that can lead to paralysis by analysis.”

Quality and experience prevail

Delays can be costly. So can bad advice, which is why corporate clients are willing to pay more for the best. “With improved analytics now the norm,” says Mandel, “clients pay for more value-added services like judgement and trusted advice.”

The true mark of quality advice is in advising a client not to do a deal that does not make strategic sense. “M&A is a people business and no amount of due diligence will dissuade a CEO from doing a bad deal,” says Mandel. “That’s where experience and strong, trusted personal relationships come in.”

AI is beginning to transform M&A due diligence

When reviewing documents in a data room during a sale or purchase process, legal advisors traditionally conduct a limited sweep of a sample of documents. In a typical M&A deal, they are constrained by the amount of documentation, which is time-consuming and adds costs in terms of lawyers’ time to the process.

The concept of using a limited sample of data in a due diligence process is well-established, but it is also fraught with risk in case a crucial element is missed that the acquiring company may come to regret.

Machine learning technology is now being used to read large amounts of documents and recognize certain legal concepts.

Nigel Wellings, co-head of the corporate practice at Clifford Chance in London, says it can save valuable time and costs. “Machine learning tools assist hugely in preparing or reviewing first drafts; but currently they are limited to the more standard documentation. One example is helping to automate the mark-up of a standard confidentiality agreement letter that meets the requirements of the British Venture Capital Association.”

Using tech for best delivery

The use of AI can save valuable time in the due diligence process particularly at a time when deals take longer to close due to regulatory reviews. It also frees up senior M&A advisors to work on the more complex aspects of the deal.

AI is useful when reviewing a large number of contracts that are similar and can reduce transaction costs, but it is no substitute for human intervention as the deal process advances, according to Mark Dean, a senior legal technology advisor at Clifford Chance: “AI won’t do the job for you. M&A deals have a degree of standardization, but each deal also has its own complexities and challenges.”

Becoming embedded in due diligence

Law firms are increasingly adopting machine learning to increase the speed and depth of the due diligence they can conduct on deals. This reduces the burden at all levels of the organization, with hard-pressed junior associates freed up from repetitive manual tasks such as document review and data entry. There is also a cost benefit in terms of reducing lawyer time.

AI is still in its infancy and is best suited to high-volume standardized tasks, but it is becoming embedded in the due diligence process, in the same way that virtual data rooms did a decade ago.

“There’s a lot of scope for technology to improve the M&A process in other ways,” says Wellings. “For example, completion and signing meetings that are run remotely still rely largely on email, rather than deal room technology, as parties are more comfortable with that method of reviewing final form documents. That’s something that could be refined in the coming years.”

The importance of asking the right data privacy questions in M&A due diligence

The fintech industry has exploded over the last decade. Start-ups such as Worldline and Worldpay have grown into industry leaders and become involved in multi-billion dollar deals, driving M&A activity in the sector globally and in Europe.

In February this year, for example, payments company Worldline announced a bid for Ingenico, a point-of-sale terminal provider that controls 37% of the market globally, in a deal worth $8.6bn.

While this increase in M&A activity in the fintech and payments sector has been striking, it has also been notable for highlighting the issue of data privacy protection in dealmaking. “In the payments sector due diligence can sometimes necessitate the review of merchant or end-user contracts,” says Hyder Jumabhoy, partner in the corporate M&A group at White & Case in London. “Where this is the case, data privacy concerns must be carefully assessed and navigated.”

Digitization a new dimension

The EU’s General Data Protection Regulation (GDPR) brought this issue to the fore in 2018, resulting in a significant change in how companies store and use personal data.

Any M&A professional involved in a deal process will need to call on data privacy expertise. Virtual data rooms have been a mainstay of European M&A activity for the last decade, but the increasing digitization of the corporate world had added an important new dimension to the due diligence process.

Machine learning’s learnings

The introduction of GDPR means that from the start of any M&A process, the selling company must understand what it can lawfully disclose before placing documents in the virtual dataroom. “Some physical data rooms may attract lower compliance obligations, but everything digital is potentially in scope,” says Hickman. “The seller must implement appropriate data protection rules to ensure nothing is being unlawfully disclosed.”

For example, in order to understand the scale of pension liabilities, an acquirer may need to access to information about the target company’s employees. To comply with GDPR, the individual names may need to be redacted or aggregated. “There is a cost associated with that review, but it is less costly than dealing with claims from disgruntled employees, and possible regulatory investigations,” says Hickman.

Interestingly, he adds that GDPR also has implications for the automation of the M&A process, particularly where law firms have adopted machine learning technology to speed up the due diligence process.

“Where a buyer uses AI tools in a due diligence process it’s important to remember that these tools are often not designed with compliance or GDPR in mind,” says Hickman.

Using technology to empower the advice of M&A advisors

When it comes to winning a seat at the table in M&A, bankers often say that 90% of the time it comes down to turning up. Client coverage involving the regular calling on clients establishes a regular dialogue to ensure bankers are positioned when a lucrative mandate emerges.

But the challenge lies in ensuring bankers are equipped with the right analytical tools to build a constructive dialogue with clients and ensure they are covering the right clients at the right time.

M&A is the least automated part of the banking process, and therefore potentially holds the greatest potential for technology to transform thinking. “If retail banking is 2% disrupted then the M&A space is 0.1% disrupted and therefore opportunity exists,” says Mark Chapman, head of wholesale client ecosystem group at Nomura. That, along with strong senior management advocacy, was the catalyst for Nomura to engage in an investment bank-wide initiative last year to look at where technology can facilitate the M&A process.

Using new technologies to augment bankers’ skills

The bank is currently rolling out a new customer relationship management (CRM) system providing bankers with intelligence they need to better call on and cover clients, aswell as providing information about potential targets. It will also provide its clients with entry into data rooms which are stored in the cloud.

The focus of the plan is banker-led, as M&A remains a people business. Technology is being used therefore to augment and help its bankers, not retire them. “The approach we’ve taken is not one of automation for automation’s sake,” explains Chapman. “It’s about providing a foundation layer to augment what bankers do.”

In line with this, Nomura has taken a ‘Day in the Life’ approach, a collaboration with more than 100 bankers across the region that looks at every aspect of a M&A banker’s work and maps how they operate. The long-term aim is to create electronic pitch-books that bankers can use as well as price comparison models, which provide the tools to establish relative valuation data for potential acquirers to help them quickly evaluate targets.

Identifying key focus areas with smart analytics

Nomura is also looking at a ‘deep dive’ spanning all of the data and intelligence that the bank holds that is relevant for clients. That data can be harnessed to ensure that bankers are talking to the right clients about the right opportunities.

By pulling together market data and information from bankers’ notes when meeting with a client, the system can arm bankers with reasons to call on particular clients as well as giving a probability score on a client’s likelihood to push ahead with a M&A transaction. Relevant data here could include its capital position and balance sheet strength.

“We’ve come from the starting point of how can we give bankers more time to spend with clients and delivering value-added content,” says Chapman.

Buyers and sellers embrace advanced data analytics in APAC and China

While North American and European markets have led the way in using advanced data analytics in M&A, the trend is gaining traction in APAC and most recently in China.

Indeed, M&A practitioners in the country, as part of a broader regional trend, are now more actively embracing the use of big data to help analyse and execute cross-border and domestic deals, supported by rising demand among sellers and buyers for it together with greater availability of more granular deal data.

Advanced data analytics can be used in various stages of M&A, including deal identification and screening, execution and post-deal value realization. For instance, the screening process can be automated through the capture, triangulation and analysis of financial and non-financial data, according to KPMG research. This might include social media sentiment or a slight intimation of ‘something new’ hidden within news articles.

What’s more, some analytical tools and platforms can now transform massive volumes of raw transactional data into meaningful financial and operational insights in record time, enriching and speeding up analysis.

Quality in, quality out

For sellers, improving the quality of information and analysis around a deal in the M&A process is important, often increasing the probability, for instance, of pulling in attractive bids from high-quality buyers, particularly private equity firms.

“In a classic offering memorandum on a sell-side pitch it contains scenarios and different outcomes in terms of revenues and profitability to illustrate where value can be realized,” says Ryan Reynoldson, partner, head of transaction services at KPMG in China. “By using data analytics, it’s easier to demonstrate concrete outcomes.”

Reynoldson adds that due to some private equity deals being very competitive in China, this requires a wider acceptance o frisk on transactions, “so any degree of innovation that can help manage that risk is welcome.” The same is true for corporates given the level of competition around certain assets.

Big data improves business decisions

On the other side, buyers are also starting to see the value that can be added from data analytics. “We worked for a client where competition for an asset was very fierce. The asset was highly priced and this assumed a certain level of upside. We were able to use analytics to look at costs and revenues on a much more granular level,” says Reynoldson. Janet Cheung, partner, head of valuation services, at KPMG in China, adds that the application of big data analytics in the country is, at this stage, more prominent in some industries than others. “The retail sector is a very specific example of this,” she says, “because its level of data is just much more granular.”

Looking out over the next five years and beyond, Reynoldson and Cheung say together with data analytics, future innovation in the M&A process will also involve technology enabling companies to be benchmarked against one another based on their environmental, social and governance (ESG) credentials. This type of analysis, they say, will feed into valuations.

From east to west: Different factors determine the speed of diligence in different markets

In just over a decade Hong Kong-based SC Lowy has grown from a small capital markets boutique with a handful of staff to a global banking and asset management group with a US$2bn balance sheet and 250 employees.

A core part of the firm’s growth story so far has been its acquisition drive, comprising two bank acquisitions across two continents in recent years, with a third potentially in its sights. Where this time SC Lowy is scouting for opportunities in India and China, the two previous acquisitions were in countries just as different to each other – South Korea and Italy.

Investing time to know a business is a must

For Michel Lowy, the co-founder and CEO of SC Lowy, the most important aspect when making an overseas acquisition, irrespective of whether it is in Asia Pacific, Europe or anywhere else, is being as familiar as possible with the target business and the country it operates in.

While getting sufficiently comfortable can be difficult for acquirers in some markets, it wasn’t an issue for SC Lowy in acquiring Shinmin Mutual Savings Bank in 2013, and Italian regional lender, Credito di Romagna, in 2018. This was partly due to Soo Cheon Lee, SC Lowy’s co-founder and chief investment officer, being a Korean national who had been doing business with Lowy in South Korea for 20 years. The pair of them also have in-depth knowledge of the European banking sector from a decade as investment bankers at Deutsche Bank.

The devil is (always) in the details

Such experience, augmented by the collective experience of their deal team, can be invaluable. Running proper due diligence, however, is critical.

“This was key for us,” says Lowy of the SMSB deal. “We conducted very granular analysis because we needed to go through the bank’s loans line-by-line in order to make an assessment about how much equity would be needed to recapitalize the bank.” He says while this process lasted around three months and revealed that they needed to put in twice as much equity as the regulator had envisaged, they had also gained a complete picture of what it would take to turn the bank around. Lowy says his team’s hands-on approach to due diligence was key in fully understanding SMSB, and Credito di Romagna more recently. For that transaction, however, the process took about six months and revealed a number of challenges, illustrating how the length of due diligence can vary considerably due to the specific situation and market.

“The bank had been put under special administration by the Bank of Italy, which had appointed a new board,” says Lowy. “When we began the diligence, it became clear that the quality of the loan books was poorer than we first thought, and the management information was not as robust.” Asked to what extent technology helped the due diligence process on either deal, Lowy says: “Technology is helpful, but where the process can be handled manually in an efficient manner, it enables a greater understanding.”

Dealmaking in China demands a different approach

Chinese companies have routinely demonstrated how comfortable they are making overseas acquisitions. For foreign companies seeking to acquire in China, however, the process is much more challenging and time-consuming.

So much so, says Marcus Shadbolt, managing partner at Vermilion Partners, a Beijing headquartered investment banking advisory firm, that doing deals in the country “requires a different approach from other regions such as the US and Europe”.

Doing your homework is critical

Part of that involves knowing who to approach at the target company, and how. “Culturally, it is important to identify and approach the target in the right way even if it takes time to gain access properly,” says Shadbolt.

He adds, acquirers will need to demonstrate patience in their pursuit, too. “In many cases, it is important to guide the target company through the M&A process,” he says, as Chinese companies more often than not have little or no previous experience of due diligence or M&A.

This together with perennial challenges within the market has slowed down the dealmaking process, in some instances quite considerably. One of the most well-known challenges is the lack of publicly available information on Chinese companies, which presents all manner of problems for buyers across all stages of the M&A process, and especially at the front-end, when identifying targets and running preliminary due diligence.

‘Fast Forward’ due diligence

Virtual data rooms, which are commonplace in North American and European M&A markets, are seemingly rarely used in China.

“Standard vendor due diligence and virtual data rooms keep you at arms-length from the company, which is usually fine in Europe where the asset is well-known and the basis of information reliable and complete. But in China, there is often a lack of reliable information readily available so it’s essential to get to know the target intimately at first-hand,” says Shadbolt.

It is crucial, therefore, “to conduct an extra layer of diligence at the outset in order to invest time and resources in the right deals,” says Shadbolt.

The aim of this is not to replace formal and detailed confirmatory due diligence, but to ensure there is the right basis for initial discussions. What’s more, by front-loading the due diligence in this way, this enables the acquirer to establish, as soon as possible, whether the deal is viable or not.

“It’s much better to do this early because it’s hard to revise heads of terms when you find something out later in the process,” says Shadbolt.